Contract analysis

Section 1 — Transfer of Purchased Assets Seller hereby sells, transfers, assigns, conveys, and delivers to Buyer, and Buyer's successors and assigns, all of Seller's right, title, and interest in, to, and under all of the Purchased Assets, as such term is defined in the Asset Purchase Agreement, free and clear of all Encumbrances other than Permitted Encumbrances, effective as of the Closing Date (August 15, 2025). T

Section 2 — Excluded Liabilities Buyer is not assuming, and shall not be deemed to have assumed or to be otherwise responsible for, any Excluded Liabilities (as defined in the Asset Purchase Agreement) by reason of the execution and delivery of this Bill of Sale, and nothing contained in this Bill of Sale shall be construed to impose upon Buyer any obligation or liability of Seller arising out of, relating to, or in

Section 3 — Asset Purchase Agreement Controls This Bill of Sale is subject to, and is being delivered pursuant to, the terms and conditions of the Asset Purchase Agreement. This Bill of Sale is intended solely to effect the transfer, conveyance, and delivery of the Purchased Assets as contemplated by the Asset Purchase Agreement and is not intended to, and shall not be construed to, supersede, enlarge, limit, modify,

Section 4 — Further Assurances Seller hereby covenants and agrees that, from and after the Closing Date, at Buyer's reasonable request and at Buyer's sole cost and expense (including reasonable out-of-pocket costs and expenses, including attorneys' fees, incurred by Seller in connection therewith), Seller shall execute and deliver, or cause to be executed and delivered, such further bills of sale, deeds, endorsements

Section 5 — Successors and Assigns This Bill of Sale shall be binding upon Seller and its successors, legal representatives, and assigns, and shall inure to the benefit of Buyer and its successors, legal representatives, and assigns. Nothing in this Bill of Sale, express or implied, is intended to or shall confer upon any Person other than Seller and Buyer, and their respective successors and permitted assigns, any r

Section 6 — Governing Law This Bill of Sale shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules, provisions, or principles (whether of the State of New York or any other jurisdiction) that would cause the application of the substantive laws of any jurisdiction other than the State of New Yo

Section 7 — Counterparts This Bill of Sale may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Bill of Sale by facsimile or other electronic transmission (including portable document format

Section 8 — Amendment This Bill of Sale may not be amended, modified, restated, or supplemented in any respect except by a written instrument duly executed by each of Seller and Buyer or their respective successors or permitted assigns. No waiver of any provision of this Bill of Sale shall be effective unless set forth in a written instrument signed by the party against whom enforcement of such waiver is sought. [Rem